The Otsuka US Legal Team is looking for a Business Development and Alliance Management corporate attorney with more than 10 years’ experience leading complex commercial transactions who can be successful within our ethical, fast-paced, adaptive and highly collaborative culture. Specifically, this role has responsibility to counsel clients on US and cross-border strategic alliances, joint ventures, development agreements, inbound and outbound licensing and collaboration agreements, and mergers and acquisitions.  This position is located in either Princeton, NJ or Rockville, MD and reports to the Vice President & General Counsel.    

The Senior Director, Corporate Counsel will bring an expert understanding of the pharmaceutical industry and the legal implications of transaction initiatives and strategies.  With many years of applicable experience, the incumbent will be a big-picture thinker who is able to anticipate changes in law, environment and company objectives and manage and mitigate risk accordingly.  They are able to lead drafting, negotiating and revising all relevant agreements for a transaction.  In order to be effective and strategic deal counsel, they maintain familiarity with laws that affect areas of Otsuka’s operations, including those relevant to sales and marketing of products to health care professionals and reimbursement by government programs, including, for example, fraud and abuse (Anti-Kickback Statute, False Claims Act), FDA regulation (Food, Drug & Cosmetic Act), privacy (HIPAA), and anti-corruption (Foreign Corrupt Practices Act).   

As a Senior Director within the Legal team, it is expected the incumbent will have exceptional business counseling gravitas and, having built strong, trusting relationships with business partners, is able to influence and guide multi-functional teams to achieve optimal business outcomes.  The Senior Director, Corporate Counsel also has primary responsibility for ongoing alliance management with outside parties and internal advice-giving and interpretation of definitive deal terms as Otsuka operationalizes the outcome of the transaction.

Job Description

• Lead legal due diligence, counseling on transaction structures and business terms, assist with the preparation of non-binding term sheets, and ensure the preparation and final negotiation of definitive, legally binding documentation on strategic corporate transactions.

• Collaborate with, counsel and coach colleagues in other functional areas as well as other attorneys and support staff working on complex transactions, including intellectual property attorneys.

• After a transaction closes, assist Otsuka colleagues, including those in Alliance Management, to efficiently operationalize the transaction, and maintain ongoing relationships with counterparts at third parties to a collaborative transaction.  

• Responsibly manage the efficiency and effectiveness of outside law firms when engaged in strategic matters, with ultimate accountability for the preparation of law firm budgets and the overall quality and timeliness of such firms’ output.

• Perform other legal, administrative and corporate duties upon request

• Legal: Manage the provision of a significant legal service specialty.

• Solutions Analysis: Identify and evaluate complex, expertise-led solutions against a range of criteria to find the ones that best meet business needs.

• Internal Client Relationship Management: Manage relationships with internal clients and act as a business partner to them, building high levels of professional credibility and mutual trust, and managing the deployment of appropriate internal and/or external resources to support in delivering business strategy and plans.

• Performance Management: Develop and propose own performance objectives; take appropriate actions to ensure achievement of agreed objectives, using the organization's performance management systems to improve personal performance. OR Manage and report on team performance; set appropriate performance objectives for direct reports or project / account team members and hold them accountable for achieving these, taking appropriate corrective action where necessary to ensure the achievement of team / personal objectives.

• Recommendations:  Recommend changes to policies, processes, standards and practices that would improve operational support.

• Information and Business Advice: Provide specialist advice on the interpretation and application of policies and procedures, resolving queries and issues and referring very complex or contentious issues to others.

• Research: Develop and/or deliver a plan for significant aspects of a research program with guidance from senior colleagues.

• Risk Scenario Modeling: Undertake strategic and tactical risk modeling and scenario planning to support business strategy and to identify and mitigate risk in line with the risk appetite. Advise on operationalizing risk appetite.